Ewell Uses in Amendment to the first WHEREAS clause Clause

Amendment to the first WHEREAS clause from Contribution Agreement

THIS AMENDMENT NO. 1 TO THE CONTRIBUTION AGREEMENT, made this 13th day of May, 2010 (this "Amendment"), is made by and among Simon Property Group, Inc., a Delaware corporation ("Parent REIT"), Simon Property Group, L.P., a Delaware limited partnership ("Parent OP"), Marco Capital Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP ("Parent Sub," and together with Parent REIT and Parent OP, the "Parent Parties"), Lightstone Prime, LLC, a Delaware limited liability company ("Lightstone Prime") (solely in its capacity as the Representative), and Prime Outlets Acquisition Company LLC, a Delaware limited liability company (the "Company").

Amendment to the first WHEREAS clause. The first WHEREAS clause of the Contribution Agreement shall be amended and restated in its entirety to read as follows: "WHEREAS, Lightstone Holdings, Pro-DFJV, LVP OP and BRM own the membership interests in Ewell and Mill Run, in each case as set forth opposite their respective names on Annex A (such membership interests, the "Other Group Companies Contributed Interests");"

Amendment to the first WHEREAS clause from Contribution Agreement

THIS AMENDMENT NO. 1 TO THE CONTRIBUTION AGREEMENT, made this 13th day of May, 2010 (this "Amendment"), is made by and among Simon Property Group, Inc., a Delaware corporation ("Parent REIT"), Simon Property Group, L.P., a Delaware limited partnership ("Parent OP"), Marco Capital Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP ("Parent Sub," and together with Parent REIT and Parent OP, the "Parent Parties"), Lightstone Prime, LLC, a Delaware limited liability company ("Lightstone Prime") (solely in its capacity as the Representative), and Prime Outlets Acquisition Company LLC, a Delaware limited liability company (the "Company").

Amendment to the first WHEREAS clause. The first WHEREAS clause of the Contribution Agreement shall be amended and restated in its entirety to read as follows: "WHEREAS, Lightstone Holdings, Pro-DFJV, LVP OP and BRM own the membership interests in Ewell and Mill Run, in each case as set forth opposite their respective names on Annex A (such membership interests, the "Other Group Companies Contributed Interests");"

Amendment to the first WHEREAS clause from Contribution Agreement

THIS AMENDMENT NO. 1 TO THE CONTRIBUTION AGREEMENT, made this 13th day of May, 2010 (this "Amendment"), is made by and among Simon Property Group, Inc., a Delaware corporation ("Parent REIT"), Simon Property Group, L.P., a Delaware limited partnership ("Parent OP"), Marco Capital Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP ("Parent Sub," and together with Parent REIT and Parent OP, the "Parent Parties"), Lightstone Prime, LLC, a Delaware limited liability company ("Lightstone Prime") (solely in its capacity as the Representative), and Prime Outlets Acquisition Company LLC, a Delaware limited liability company (the "Company").

Amendment to the first WHEREAS clause. The first WHEREAS clause of the Contribution Agreement shall be amended and restated in its entirety to read as follows: "WHEREAS, Lightstone Holdings, Pro-DFJV, LVP OP and BRM own the membership interests in Ewell and Mill Run, in each case as set forth opposite their respective names on Annex A (such membership interests, the "Other Group Companies Contributed Interests");"

Amendment to the first WHEREAS clause from Contribution Agreement

THIS AMENDMENT NO. 1 TO THE CONTRIBUTION AGREEMENT, made this 13th day of May, 2010 (this "Amendment"), is made by and among Simon Property Group, Inc., a Delaware corporation ("Parent REIT"), Simon Property Group, L.P., a Delaware limited partnership ("Parent OP"), Marco Capital Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent OP ("Parent Sub," and together with Parent REIT and Parent OP, the "Parent Parties"), Lightstone Prime, LLC, a Delaware limited liability company ("Lightstone Prime") (solely in its capacity as the Representative), and Prime Outlets Acquisition Company LLC, a Delaware limited liability company (the "Company").

Amendment to the first WHEREAS clause. The first WHEREAS clause of the Contribution Agreement shall be amended and restated in its entirety to read as follows: "WHEREAS, Lightstone Holdings, Pro-DFJV, LVP OP and BRM own the membership interests in Ewell and Mill Run, in each case as set forth opposite their respective names on Annex A (such membership interests, the "Other Group Companies Contributed Interests");"